SEC Comment Letter 0000000000-22-013945 to Armada Acquisition Corp. I (CIK 0001844817)
Armada Acquisition Corp. I (CIK 0001844817)
Date: Dec. 28, 2022 · CIK: 0001844817 · Accession: 0000000000-22-013945
AI Filing Summary & Sentiment
File numbers found in text: 001-40742
Letter
United States securities and exchange commission logo December 28, 2022 Stephen Herbert Chief Executive Officer Armada Acquisition Corp. I 1760 Market Street, Suite 602 Philadelphia, PA 19103 Re:Armada Acquisition Corp. I Preliminary Proxy Statement on Schedule 14A Filed December 22, 2022 File No. 001-40742 Dear Stephen Herbert: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameStephen Herbert Comapany NameArmada Acquisition Corp. I December 28, 2022 Page 2 FirstName LastName Stephen Herbert Armada Acquisition Corp. I December 28, 2022 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Penny J. Minna, Esq.
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United States securities and exchange commission logo
December 28, 2022
Stephen Herbert
Chief Executive Officer
Armada Acquisition Corp. I
1760 Market Street, Suite 602
Philadelphia, PA 19103
Re:Armada Acquisition Corp. I
Preliminary Proxy Statement on Schedule 14A
Filed December 22, 2022
File No. 001-40742
Dear Stephen Herbert:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameStephen Herbert
Comapany NameArmada Acquisition Corp. I
December 28, 2022 Page 2
FirstName LastName
Stephen Herbert
Armada Acquisition Corp. I
December 28, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Penny J. Minna, Esq.